This DISTRIBUTION AGREEMENT, dated as of March 7, 1997 (this "Agreement"),
by and between American Healthcorp, Inc., a Delaware corporation ("AHC"), and
AmSurg Corp., a Tennessee corporation ("AmSurg").
W I T N E S S E T H
WHEREAS, AHC currently owns approximately fifty-nine percent (59%) of the
outstanding shares of common stock of AmSurg;
WHEREAS, AmSurg has, since its inception, depended principally on AHC for
its equity financing and has historically depended on AHC for debt financing;
WHEREAS, the Board of Directors of AHC and the Board of Directors of AmSurg
have determined that it is desirable for business reasons and in the best
interests of AHC's and AmSurg's shareholders for AmSurg to have access to
capital markets as an independent publicly traded company without the majority
ownership of AHC;
WHEREAS, subject to the terms and conditions hereof, AHC has agreed to
distribute (the "Distribution") to the holders of AHC's common stock, par value
$.001 per share (the "AHC Common Stock"), on a pro rata basis, all of the shares
of common stock of AmSurg owned by AHC;
WHEREAS, in order to facilitate the trading of the common stock of AmSurg
following the Distribution, AmSurg intends to effect a reverse
stock split (or a
transaction having the effect of a reverse stock split) with respect to such
shares of common stock;
WHEREAS, in order to effect the Distribution as a substantially tax-free
transaction under Section 355 of the Internal Revenue Code of 1986, as amended
(the "Code"), AmSurg and AHC have agreed to exchange all of the shares of common
stock of AmSurg currently owned by AHC for shares of a new class of common stock
of AmSurg having a sufficient number of votes per share to give AHC the ability
to distribute "control" within the meaning of Section 368(c) of the Code;
WHEREAS, AHC and AmSurg have determined that it is necessary and desirable
to set forth the principal corporate transactions required to effect the
Distribution, and to set forth the agreements that will govern certain matters
following the Distribution.
NOW, THEREFORE, in consideration of the premises, and of the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto hereby agree as follows:
1.1 Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:
"common stock" with respect to AmSurg means any class of common stock
of AmSurg now or hereafter authorized.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"IRS" means the Internal Revenue Service.
"IRS Ruling" means the letter ruling issued by the IRS in response to
the Ruling Request.
"Related Agreements" means the Exchange Agreement and the Management
and Human Resources Agreement, attached hereto as Exhibits to this